NIHON CHOUZAI CO.,LTD. October 21, 2021 | |
Company name | Nihon Chouzai Co., Ltd. |
Company representative | Yosuke Mitsuhara, President and CEO |
Securities code | 3342; Tokyo Stock Exchange 1st Section |
Contact | Kazunori Ogi, Director, General Manager of |
Finance Department | |
(Phone: +81-3-6810-0800) |
Notice of Change in Subsidiary (Conversion of Consolidated Subsidiary into Sub-subsidiary)
Nihon Chouzai Co., Ltd. (hereinafter "the Company") announces that it passed a resolution at its Board of Directors' meeting held on October 21, 2021 to transfer all of its shares in consolidated subsidiary Choseido Pharmaceutical Co., Ltd. (hereinafter "Choseido Pharmaceutical") to consolidated subsidiary Nihon Generic Co., Ltd. (hereinafter "Nihon Generic").
1. Purpose of the conversion to a sub-subsidiary
Under the corporate philosophy of "achieving true separation of drug prescribing and dispensing services," the Company provides high-quality medical services on a nationwide scale through its Dispensing Pharmacy, Pharmaceutical Manufacturing and Sales, and Medical Professional Staffing and Placement Businesses.
Choseido Pharmaceutical became a consolidated subsidiary of the Company in April 2013, and is engaged in the manufacture and sales of generic drugs as part of the Nihon Chouzai Group.
Since its establishment in 2005, Nihon Generic has also provided high-quality pharmaceutical products nationwide through its generic drug manufacturing and sales operations.
In response to the administrative disciplinary action imposed on Choseido Pharmaceutical as disclosed in the "Notice of Administrative Disciplinary Action against a Subsidiary of the Company (Choseido Pharmaceutical Co., Ltd.)" released on October 11, 2021, the Company has decided to make Choseido Pharmaceutical a wholly-owned subsidiary of Nihon Generic. By doing so, we aim to integrate the Group's pharmaceutical manufacturing and sales business and efficiently improve the production and quality control system for generic drugs. This will enhance the effectiveness of the business improvement plan that will be formulated in the near future, and the Group will work together to execute the plan and ensure compliance with laws and regulations.
There will be no change in the scope of consolidation of the Company as a result of this share transfer.
2. Summary of the share transfer
- Outline of the company to be converted from a subsidiary to a sub-subsidiary
(1) | Company name | Choseido Pharmaceutical Co., Ltd. | |
(2) | Location | 92, Kokufuchokou, Tokushima, Tokushima | |
(3) | Name of title of | Hideaki Harada, Representative Director and President | |
representative | |||
(4) | Scope of business | Manufacture and sales of generic drugs | |
(5) | Capital | 340.2 million yen | |
(6) | Date of incorporation | December 1947 | |
(7) | Principal shareholders | Nihon Chouzai Co., Ltd. | |
and their percentage of | |||
100.0% | |||
holdings | |||
Capital | Choseido Pharmaceutical. is a subsidiary of the | ||
relationships | Company. | ||
Yosuke Mitsuhara, President and CEO of the | |||
Company, concurrently serves as Chairman of | |||
(8) | Relationship with the | Personnel | Choseido Pharmaceutical. Nobuyuki |
Hatakeyama, Director and Audit and | |||
relationships | |||
Company | Supervisory Committee member of the | ||
Company, concurrently serves as an auditor of | |||
Choseido Pharmaceutical. | |||
Transactional | The Company lends funds to Choseido | ||
relationships | Pharmaceutical. | ||
(9) Operating results and financial conditions for the preceding three fiscal years
Fiscal year | Fiscal year ending | Fiscal year ending | Fiscal year ending |
March 31, 2019 | March 31, 2020 | March 31, 2021 | |
Net assets | 8,545 million yen | 9,204 million yen | 9,558 million yen |
Total assets | 21,240 million yen | 21,012 million yen | 20,140 million yen |
Net assets per share | 5,178.91 yen | 5,578.24yen | 5,793.25 yen |
Net sales | 14,812 million yen | 14,677 million yen | 14,473 million yen |
Operating profit (loss) | 1,145 million yen | 963 million yen | 686 million yen |
Ordinary profit (loss) | 1,129 million yen | 1,083 million yen | 713 million yen |
Profit (loss) attributable | 770 million yen | 823 million yen | 519 million yen |
to owners of parent | |||
Net income (loss) per | 466.67 yen | 499.33 yen | 315.01 yen |
share | |||
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(2) Outline of the company to which the shares will be transferred
(1) | Company name | Nihon Generic Co., Ltd. | ||
(2) | Location | 1-9-1, Marunouchi, Chiyoda-ku, Tokyo | ||
(3) | Name of title of | Yosuke Mitsuhara, President and CEO | ||
representative | ||||
(4) | Scope of business | Manufacture and sales of generic drugs | ||
(5) | Capital | 1,255 million yen | ||
(6) | Date of incorporation | January 2005 | ||
(7) | Net assets | 5,052 million yen | ||
(8) Total assets | 56,513 million yen | |||
(9) | Principal shareholders | Nihon Chouzai Co., Ltd. | ||
and their percentage of | ||||
100.0% | ||||
holdings | ||||
Capital | Nihon Generic is a consolidated subsidiary of the | |||
relationships | Company. | |||
Yosuke Mitsuhara, President and CEO of the | ||||
(10) Relationship with the | Company, concurrently serves as Chairman of | |||
Personnel | Nihon Generic. Nobuyuki Hatakeyama, Director | |||
Company | relationships | and Audit and Supervisory Committee member | ||
of the Company, concurrently serves as an | ||||
auditor of Nihon Generic. | ||||
Transactional | The Company loans equipment to, undertakes | |||
administrative work from, and lends funds to | ||||
relationships | ||||
Nihon Generic. | ||||
(3) Number of shares to be transferred, transfer price, and status of shares held before and after transfer
(1) | Number of shares held before transfer | 1,650,000 (Percentage of voting rights: 100.0%) |
(2) | Number of shares to be transferred | 1,650,000 (Percentage of voting rights: 100.0%) |
(3) Transfer price | 5,775 million yen | |
(4) | Number of shares to be held after transfer | 0 (Percentage of voting rights: 0.0%) |
(4) Schedule | ||
(1) | Date of resolution by the Board of Directors | October 21, 2021 |
(2) | Date of contract conclusion | October 22, 2021 |
(3) | Execution date of share transfer | November 30, 2021 (planned) |
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3. Outlook
As a result of this share transfer, Choseido Pharmaceutical will become a subsidiary of Nihon Generic and a consolidated sub-subsidiary of the Company, and will continue to be included in the scope of consolidation of the Company. The share transfer is not expected to have any material impact on consolidated financial results for the fiscal year ending March 31, 2022, but the Company will promptly make an announcement should matters requiring disclosure arise.
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NIHON CHOUZAI Co. Ltd. published this content on 21 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 October 2021 10:03:08 UTC.
